<SEC-DOCUMENT>0001004878-11-000410.txt : 20111116
<SEC-HEADER>0001004878-11-000410.hdr.sgml : 20111116
<ACCEPTANCE-DATETIME>20111116145120
ACCESSION NUMBER:		0001004878-11-000410
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20111114
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20111116
DATE AS OF CHANGE:		20111116

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FLEXIBLE SOLUTIONS INTERNATIONAL INC
		CENTRAL INDEX KEY:			0001069394
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS CHEMICAL PRODUCTS [2890]
		IRS NUMBER:				911922863
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31540
		FILM NUMBER:		111209764

	BUSINESS ADDRESS:	
		STREET 1:		2614 QUEENSWOOD DR
		CITY:			VICTORIA B C V8N 1X5
		STATE:			A1
		BUSINESS PHONE:		2504779969

	MAIL ADDRESS:	
		STREET 1:		2614 QUEENSWOOD DR
		CITY:			VICTORIA BC CANADA
		STATE:			A1
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8kitem202nov-11.txt
<DESCRIPTION>FORM 8-K ITEM 2.02 NOVEMBER 14, 2011
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (date of earliest event reported): November 14, 2011

                      FLEXIBLE SOLUTIONS INTERNATIONAL INC.
                      -------------------------------------
             (Exact name of Registrant as specified in its charter)


     Nevada                             001-31540               91-1922863
----------------------------      ------------------------   ------------------
(State or other jurisdiction       (Commission File No.)     (IRS Employer
of incorporation)                                            Identification No.)

                              615 Discovery Street
                       Victoria, British Columbia V8T 5G4
                      ------------------------------------
          (Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code:    (250) 477-9969
                                                      ---------------

                                       N/A
                   ------------------------------------------
          (Former name or former address if changed since last report)

Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to  Rule  13e-14(c)  under  the
Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

Item 2.02   Results of Operations and Financial Condition

     On November  14, 2011 the Company  issued a press  release  announcing  the
Company's  financial  results for the three and nine months ended  September 30,
2011.


Item 7.01   Regulation FD Disclosure

     On  November  15, 2011 the Company  held a  conference  call to discuss its
financial  results for the three and nine months ended  September  30, 2011,  as
well as other information regarding the Company.


Item 9.01   Exhibits

Exhibit
Number     Description of Document
------     -----------------------

  99.1     November 14, 2011 Press Release

  99.2     Conference call information


                                       2
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  November 15, 2011

                                 FLEXIBLE SOLUTIONS INTERNATIONAL INC.



                                 By: /s/ Daniel B. O'Brien
                                    ----------------------------------------
                                     Daniel B. O'Brien, President and Chief
                                     Executive Officer

                                       3
<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>form8kitem202ex991nov-11.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>


                                  EXHIBIT 99.1

<PAGE>

News Release                                                   November 14, 2011

                  FSI ANNOUNCES THIRD QUARTER FINANCIAL RESULTS

         Conference call scheduled for Tuesday Nov., 15, 2011 11:00 a.m.
                      Eastern time, 8:00 a.m. Pacific Time
                            See dial in number below

VICTORIA,  BRITISH COLUMBIA,  Nov 14, 2011 - FLEXIBLE  SOLUTIONS  INTERNATIONAL,
INC. (NYSE AMEX:  FSI,  FRANKFURT:  FXT), is the developer and  manufacturer  of
biodegradable  polymers  for  oil  extraction,   detergent  ingredients,   water
treatment and crop nutrient availability chemistry, as well as biodegradable and
environmentally  safe  water and  energy  conservation  technologies.  Today the
Company  announces  financial results for the Third quarter (Q3) ended Sept. 30,
2011.

Mr. Daniel B. O'Brien, CEO, states, "Revenue growth continues to be very strong.
We are pleased with our  financial  progress  given the strength of the non-GAAP
operating  cash flow and GAAP  operating  income  numbers given below and in the
following table. Flexible Solutions would have posted a positive net income from
operations  for the quarter if not for the income tax expense and the  expensing
of the sugar to aspartic  acid  factory  construction  in Alberta,  Canada." Mr.
O'Brien  continues,  "We will  continue  to execute  our  long-term  strategy of
reducing cost of raw materials by manufacturing them in house."

     o    Sales in the third quarter (Q3), were $3,861,195, up 44% when compared
          to sales of $2,676,921,  in the  corresponding  period a year ago. The
          result was a GAAP  accounting net loss of $92,293,  or $0.01 per basic
          weighted  average  shares for Q3,  2011,  compared  with a net loss of
          $155,415,  or $0.01 per basic weighted  average share,  in Q3, 2010. A
          combination of a much higher income tax expense recognized in Q3, 2011
          ($247,634)  versus Q3, 2010  ($9,140),  higher raw material  cost from
          China,  as well as the mix of products sold were the main factors that
          resulted in a negative net income in Q3.

     o    GAAP  operating  income  for the third  quarter  of 2011 was  positive
          $155,288  compared to negative  $146,275 for a net positive  change of
          $301,563.  This  illustrates  the cost  control  exercised  throughout
          operations.

     o    Basic  weighted  average shares used in computing per share amounts in
          Q3 were  13,169,991 for 2011 and 13,962,567 for 2010. A share buy back
          of  792,576  shares in Q1,  2011 is the reason  for the  reduction  of
          shares outstanding.

     o    Non-GAAP  operating cash flow: For the 9 months ending Sept. 30, 2011,
          net income reflects  $370,111 of non-cash  charges  (depreciation  and
          stock option  expenses),  net --- income tax expense of $862,634,  and
          new factory  construction  and development  costs and related interest
          expense of $650,969.  These items are either  non-cash  items or items
          not related to operations or current operating activities.  When these
          items  are  removed,   the  Company  shows   operating  cash  flow  of
          $2,324,209,  or $0.18 per weighted  average share.  This compares with
          operating  cash  flow  of  1,737,521,  or  $0.12  per  share,  in  the
          corresponding 9 months of 2010 (see the table that follows for details
          of these calculations).

Per the News Release of November 3rd, successful commercial production has begun
at the sugar to aspartic acid plant in Taber, Alberta. The Company will scale up
production  in this  facility  over the coming  months  and the  output  will be
shipped  to  the  Company's   Illinois   factory  for  conversion  into  thermal
polyaspartate (TPA).

Swimming  pool product sales  continue to grow as a result of customer  focus on
reducing  energy and water costs.  Ecosavr and Heatsavr  reduce  energy costs by
reducing evaporation of warm swimming pool water.

The NanoChem  division  continues to contribute  most of our sales and cash flow
and, new opportunities are unfolding to further increase sales in this division.
NanoChem  sales  have  become  less  seasonal  than those of our  WaterSavr  and
Flexible  Solutions  Ltd  divisions.  This has lead to less  volatility in total
revenue figures quarter over quarter.  However, in the future,  first half sales
should  be  larger  than  second  half.  This  is due  to  predicted  growth  in
agricultural  product sales,  sales which are stronger in the first half of each
year.

                                 (TABLE FOLLOWS)


<PAGE>

* CEO, Dan O'Brien has scheduled a conference  call for 11:00am EST, 8:00am PST,
Tuesday  Nov.  15th  to  discuss  the  financials.   Call   1-480-629-9692   (or
1-877-941-9205),  just prior to the scheduled  call time.  The  conference  call
title, "Third Quarter Financials," may be requested. *

The above  information  and following  table contains  supplemental  information
regarding income and cash flow from operations for the 3 & 9 months respectively
ended Sept 30, 2011 and 2010. Adjustments to exclude depreciation,  stock option
expenses,  one time charges and certain other expenses are given. This financial
information is a non-GAAP  financial measure as defined by SEC regulation G. The
GAAP   financial   measure  most  directly   comparable   is  net  income.   The
reconciliation of each of the non-GAAP financial measures is as follows:


                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                      Consolidated Statement of Operations
           For 3 Months Ended Sept. 30 (9 Months Operating Cash Flow)
                                   (Unaudited)
-------------------------------------------------------------------------------
                                                   3 months ended Sept. 30
                                                    2011          2010
                                               --------------------------------
Revenue                                        $3,861,195         $2,676,921

Net income (loss) GAAP                         $  (92,293)        $ (155,415)

Net income (loss) per common share - basic.
GAAP                                           $    (0.01)        $    (0.01)
3 month weighted average shares used in
computing per share amounts - basic. GAAP      13,169,991         13,962,567

                                                 9 month Operating Cash Flow
                                                       Ended Sept. 30
                                               --------------------------------
Operating Cash flow (9 months). NON-GAAP       $1,673,240 a       $1,092,908 b

Operating Cash flow excluding non-operating    $2,324,209 c       $1,737,521 d
items and items not related to current
operations (9 months). NON-GAAP

Operating Cash flow per share excluding        $     0.18 c       $     0.12 d
non-operating items and items not related to
current operations (9 months) - basic.
NON-GAAP

Non-cash Adjustments (9 month)                 $  370,111 e       $  375,022 f

9 month basic weighted average shares used in  13,269,926         13,962,567
computing per share amounts - basic GAAP
-------------------------------------------------------------------------------

Notes:  certain  items,  including  items not related to  operations  or current
operating  activities  of the  Company,  have been  excluded  from net income as
follows:

a  NON-GAAP amount excludes certain non-cash items (depreciation and stock
   option expenses - $370,111), as well as interest income($53), and income
   taxes charged (of $882,634 - $20,000). This is a 9 month number as per
   financials.
b  NON-GAAP amount excludes certain non-cash items (depreciation and stock
   option expenses - $375,022), interest income as well as income taxes charged
   (of $491,220). This is a 9 month number as per financials.
c  NON-GAAP amount excludes certain non-cash items (depreciation and stock
   option expense - $370,111), as well as interest income($53) and certain items
   not related to operations or current operating activities; new factory
   construction and development costs and related interest expense ($650,969),
   and income tax ($882,634 - $20,000).
d  NON-GAAP amount excludes certain non-cash items (depreciation and stock
   option expense - $375,022), as well as interest income and certain items not
   related to operations or current operating activities; new factory
   construction and development costs and related interest expense ($644,613),
   and income tax expense (of $491,220).
e  NON-GAAP amount represents depreciation and stock option expenses.
f  NON-GAAP amount represents depreciation and stock option  expenses.

Safe Harbor Provision
---------------------

The Private  Securities  Litigation  Reform Act of 1995 provides a "Safe Harbor"
for  forward-looking  statements.  Certain of the statements  contained  herein,
which are not historical  facts,  are forward looking  statement with respect to
events,  the  occurrence  of  which  involve  risks  and  uncertainties.   These
forward-looking  statements may be impacted, either positively or negatively, by
various factors.  Information concerning potential factors that could affect the
company is detailed  from time to time in the  company's  reports filed with the
Securities and Exchange Commission.

                        Flexible Solutions International
                615 Discovery Street, Victoria, BC V8T 5G4 CANADA

Contact                         Flexible Solutions International -  Head Office
-------                                                              Jason Bloom
                                                               Tel: 250-477-9969
                                                               Tel: 800.661.3560
                                               Email: Info@flexiblesolutions.com

If you have  received  this news  release  by mistake or if you would like to be
removed  from our update list please  reply to:  Laura@FlexibleSolutions.com  To
find out more  information  about  Flexible  Solutions and our products,  please
visit www.flexiblesolutions.com.


<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>form8kitem202ex992nov-11.txt
<DESCRIPTION>EXHIBIT 99.2 CONFERENCE CALL INFORMATION
<TEXT>


                                  EXHIBIT 99.2

<PAGE>


Conference Call Speech Q3 2011
------------------------------

Good morning. I'm Dan O'Brien, CEO of Flexible Solutions.

Safe Harbor provision:

The Private  Securities  Litigation  Reform Act of 1995 provides a "Safe Harbor"
for  forward-looking  statements.  Certain of the statements  contained  herein,
which are not historical  facts, are forward looking  statements with respect to
events,  the  occurrence  of  which  involve  risks  and  uncertainties.   These
forward-looking  statements may be impacted, either positively or negatively, by
various factors.  Information concerning potential factors that could affect the
company is detailed  from time to time in the  company's  reports filed with the
Securities and Exchange Commission.

Welcome to the FSI conference call for third quarter 2011.

Before talking about the financials, I'd like to speak about where we are in our
major projects and what we expect for the next quarters.

Growth has continued in all our market  verticals.  Record revenue was booked in
third quarter and was based on increased volume of product.

Our  sugar  to  aspartic  acid  plant,  in  Alberta,  has  announced  commercial
production status. The announcement noted all the details that we are willing to
share.  FSI  believes  that our new  plant  represents  a  long-term  commercial
advantage  that can be best  preserved  by  limiting  the  specific  information
available about it. Production from the Alberta plant will allow FS, through the
NanoChem division, to supply AsPure [TM], the only renewably-based poly-aspartic
acid in the world.  This will allow access to customers who demand this level of
environmentally sound material as well as insulating the company from future oil
price shocks.

One of the  potential  customers  for  this  grade of  material  is the dish and
laundry detergent market.  The market  opportunity for our product in detergents
is estimated as greater than $350 million per year.

The NanoChem division now represents more than 90% of revenue and has become the
main sales and profit driver of our company.  This division makes  poly-aspartic
acid [TPA] a biodegradable protein with many valuable uses.

TPA is also used in agriculture to increase crop yield.  In North America alone,
the  wholesale  market is over $2  billion a year and most crops are able to use
TPA  profitably.  Sales into  agriculture  were strong in 2010 and that strength
carried forward into Q1 and Q2 2011. In past years  agriculture  sales have been
low in Q3,  however,  this year we saw  increased  sales in the quarter  that we
believe  will recur in future Q3  periods.  As a result,  we expect the  revenue
seasonality  we have  experienced  in the  past to be  reduced  but not  erased.
Additional  distribution  opportunities  have been obtained this year and we are
optimistic that they will result in substantial new sales in 2012.

The way TPA works in agriculture is by slowing the inevitable crystallization of
fertilizer  ions with  oppositely  charged ions naturally  present in soil. This
results in fertilizer  remaining  bio-available for plant growth through more of


<PAGE>

the season and yield is  increased.  It is  important to realize that this yield
increase is in addition to the yield  available from using the optimal  quantity
of fertilizer - a grower can actually make each acre of his land more  efficient
and more profitable by including TPA as well as the recommended  fertilizer load
for his particular soil. For example,  growers who use TPA as part of an optimal
fertilizer  program typically obtain 8 to 12 extra bushels of corn per acre at a
cost that is a fraction of the value of the extra yield.

TPA is also a biodegradable way of treating oilfield water to prevent pipes from
plugging with mineral scale. Our sales into this market are well established and
growing  steadily but can be subject to temporary  reductions when production is
cut back or when  platforms  are shut down for  reconditioning.  In some  areas,
including many Nordic countries and companies  operating in the North Sea use of
TPA is mandated as part of environmental regulation.

Q4 and 2012
-----------

We are very  optimistic.  Swimming pool sales  continue to increase  compared to
2010 which in turn was up from the depths of 09.  Macro-economic  trends in crop
prices remain positive which  increases  interest in TPA for  agriculture.  More
quarters of rapid growth in agricultural  sales are very likely.  The oil sector
is  providing  us with new chances to grow and,  now that the Alberta  plant has
started  operations we can concentrate on increasing output and lowering cost of
raw materials.  Prior to this speech,  we estimated that in 2011 we would exceed
all  comparable  quarters by 15% or more.  Since we have already had 29% and 39%
increases in Q1 and Q2 respectively, plus the 44% increase in Q3, our 15% growth
prediction for 2011 is obviously far too conservative. Pause for laugh track.

We have reviewed the market verticals and assessed growth  probabilities  for Q4
and full year 2012. We are comfortable  with an increased  prediction of revenue
growth in the range between 20 and 30 percent for both periods.

Given the  parameters  above,  we  predict  sales in Q4 to drive  full year 2011
revenue to between $15 and $16 million.  Extrapolation of predicted 2011 results
into full year 2012 leads to potential revenue in the range of 18 to 21 million.
Starting in Q1 2012 we revolve into our  stronger  half year and we hope to show
proof of full year potential beginning then.

In Q4, we expect  additional  operating  cash flow and GAAP  operating  earnings
resulting in GAAP profits for the year.  We caution that  continuously  high oil
prices have increased aspartic acid prices. This increases our cost of goods and
negatively affects margins until the production at the Alberta plant can relieve
the pressure.

Highlights of the financial results:

Sales for the quarter increased 44% to $3.86 million compared with $2.68 million
for  2010.  The  result is a loss of $92  thousand  or $0.01 per share in the 11
period,  compared to a loss of $155 thousand or $0.01 per share,  in 10. It must
be stated that increased cost of raw material coupled with strong  resistance to
price increases by industrial and oil service  customers has reduced our margins
in 11 compared to the same  quarter of 10.  Revenue is expected to increase  for
the rest of the year and  throughout  2012 at 20 to 30 percent rates compared to
year earlier  numbers and revenue  forecasts will be updated at each  conference
call.


<PAGE>

Because of the  out-size  effects of  depreciation,  stock  option  expenses and
one-time  items on the  financials  of small  companies,  FSI  also  provides  a
non-GAAP  measure  useful for judging year over year  success.  "Operating  cash
flow" is arrived at by removing depreciation, option expenses and one-time items
from the statement of  operations.  Please note that our  definition of one-time
items includes  expenses at the Alberta plant until the day it begins commercial
production.  Now that Alberta is  producing,  its expenses will be excluded from
our non-GAAP calculations starting in Q4 2011 and the disparity between GAAP and
non-GAAP numbers will decrease as Alberta increases output.  Alberta  operations
have a  significant  tax loss to date that will  shelter  Alberta  earnings  for
several quarters. After all tax losses have been used, the Canadian combined tax
rate is 25%.

For nine months 2011,  operating cash flow was $2.32 million, 18 cents per share
compared  to $1.74  million and 12 cents per share in the same 9 months of 2010.
We are pleased with these results. Detailed information on how to reconcile GAAP
with non-GAAP numbers is included in our news release of Nov 14th.

GAAP  operating  income  for the third  quarter  of 2011 was  positive  $155,288
compared  to negative  $146,275  for a net  positive  change of  $301,563.  This
illustrates the cost control exercised  throughout  operations and the effect of
increased  total sales;  even in a  macro-economic  situation  where profits are
compressed.

We would like to remind  investors of two actions from earlier in 2011 that have
continued  bearing  on our  financial  condition.  First,  we  bought  back  and
cancelled   nearly  800,000  shares  which   significantly   reduced  our  stock
outstanding. Second, to recover the working capital position reduced by the cash
used for stock repurchase,  we negotiated a line of credit for up to 1.5 million
at 4% secured against  inventory and receivables in the NanoChem  division.  The
result of these two actions is less dilution per share and slightly higher funds
available for operations.

Finally,  our  other  product  lines,  Watersavr  and  swimming  pools are being
emphasized  less than the NanoChem  division  while  maintaining  the  long-term
opportunities  and limiting cash and management  costs.  Swimming pool sales are
back to pre-recession levels and we are planning for resumption of growth in the
division  through 11 and into 12. Watersavr sales are more difficult to predict.
We are  continuing our efforts in Turkey,  Morocco,  the  middle-east,  parts of
East-Asia,  Australia and Spain.  Small sales are expected at intervals  through
the year.

The text of this speech  will be  available  on our website by Tuesday  November
15th and email  copies  can be  requested  from Jason  Bloom at  1-800-661-3560.
[Jason@flexiblesolutions.com]

Thank you, the floor is open for questions.


<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
